Caroline and the Day All Hell Broke Loose
by Spadaro
Summary: What happens when Caroline goes away for the weekend, and her two best friends get to know each other a little bit better? Please review! Good or bad, let me know. Final chapter just added.
1. Annie's Best Ever

Caroline awoke a little earlier than usual, and without an alarm clock. The sun was peeking through her windows, and birds were whistling. She listened closely. No traffic. No horns honking, no street musicians playing. She inhaled deeply and her nostrils were filled the scent of fresh coffee. No, fresh cappuccino. Even better. Annie must be here, she thought. Only Annie goes to the trouble of making fresh cappuccino when there is a Starbucks on the corner. Fresh java, birds whistling, and her best friend waiting downstairs. Caroline knew it was going to be a good day.

Caroline sat up in bed and stretched her arms. She opended her eyes to the bright sun then stood to put on her robe. As she walked out her bedroom door and down the stairs, she called out to her best friend.

"Annie, I tell you what. If you had just a touch more testosterone, I'd marry you. I swear I would."

She reached the bottom of the stairs. "Annie?" She looked around but saw no sight of Annie. "Where are you, Spadaro?" Just then, she noticed the sound of the shower running in the bathroom. "Well, make yourself at home, why don't you?" She laughed.

While she waited for Annie to get out of the shower, Caroline reflected on the two glorious days she had just had. That spa Annie sent her to for her birthday was just heaven. But she came home early. She was sure to get Annie a refund on the time lost, and had even booked a weekend for just the two of them next month. But she couldn't stay away any longer this weekend. And the reason was Richard. Maybe it was the rest and relaxation, maybe it was the ache she felt in the pit of her stomach not seeing him for two days, but something had made Caroline realize that she couldn't go on living a lie anymore. She was completely in love with Richard Karinsky, and whether he felt the same way about her or not, she had to get it all in the open. She wasn't nervous or hesitant at all. For the first time in the two years she had known Richard, it all felt like it was falling into place. She'd had a good night's rest after getting home late last night, and after she had some coffee and a talk with Annie, she was going to head over to Richard's apartment.

When she heard the shower click off, Caroline ran to hide outside the bathroom door to scare Annie. Then she smelled the soap. Men's soap. "Oh, Annie!" she whispered. Why does Annie always have to bring her dates here? Caroline ran away from the door, and it opened a second after she was out of sight. Caroline quietly ran up the stairs, just around the corner. "I'll get you for this, Spadaro," she whispered with a smile.

"Wow. That was, wow!" she heard Annie say. Caroline thought she sounded strange. "I mean, I know it shouldn't have happened, and I'm really sorry by the way. Did I mention that? But...WOW!"

Caroline strained to see who the mystery man was. Annie didn't say wow about sex much. At this point, there wasn't much left to impress her that she hadn't already experienced. Caroline's curiosity was definitely piqued.

Annie continued talking. "You aren't saying much. You do feel guilty, don't you? I knew you would. I am so sorry. I take full responsibility! Oh, what have I done? What have I done?"

"Annie, relax. It's okay."

Caroline's heart fell. Richard?

"We'll just forget it ever happened. Okay Karinsky? No one ever has to know." Annie sounded distraught.

It was Richard. Caroline felt as if her world was crashing at her feet. She held tightly to the wall, to keep from crumbling. But, Annie hates Richard, Caroline thought, trying to rationalize an impossibly irrational situation. They hate each other! And...they're both supposed to love me. Caroline began to weep softly.

Richard spoke softly, intimately, "Annie, I don't want to hurt your feelings. Last night was incredible."

Annie put on her tough girl appearance. "Okay now, Richie. You couldn't hurt my feelings if you...if you..."

Richard smirked, "If I what?"

Annie began to cry. "I don't know! I can't think of a single smartass thing to say!"

The smirk fell off of Richard's face. "Oh, Annie. I _did_ hurt you. I'm sorry. It's just...oh, Annie. Damn it! How did this happen? I don't like feeling bad when you are upset! It is so much more fun to laugh at you."

They both chuckled a bit, and then it fell silent.

Caroline finally gained her composure enough to peek around the corner. The silence told her Richard and Annie were kissing, and althought that was the last thing she ever wanted to see, or ever thought she would see, she knew she had to see with her own eyes in order to believe all of this. She leaned around, and they were locked in a gentle embrace, but not kissing. Still an odd sight. What could have happened to get Richard and Annie to this point? Caroline couldn't imagine.

"So what do we do now, Annie?" Caroline couldn't help but notice how sexy Richard sounded when he spoke on such an intimate level.

"Well, first thing is to get out of here before Caroline gets back from the spa, I guess."

Caroline shivered. If they had any idea...

Richard walked over to the couch and sat down with his head buried in his hands. "Caroline." He looked so vulnerable, Caroline thought.

"What?" Annie walked to the couch and sat down next to him.

"Annie, how could we have done this to Caroline?"

"I know, I know. I feel as bad as you do."

Richard snorted, "I doubt that."

Annie stood up angrily, "What? What are you saying? She is my best friend in the entire world! Of course I feel guilty!"

Richard sighed, "I know, but I think I feel worse." Another sigh. "Do you know why I came over here last night? To finally tell Caroline how I feel about her."

Caroline caught her breath. How he feels about me? How does he feel about me?

Annie spoke up, "Oh, you never would have had the guts, Richie!"

Richard lifted his head out of his hands for the first time to look at Annie. "Excuse me?"

"Sweetie, you've been keeping it in for so long now, you wouldn't know how to let it out."

Caroline was on her tiptoes, straining to hear every word and see every expression on Richard's face. She couldn't believe what she was hearing. What exactly has he been keeping in for so long? And how does Annie know, and I don't?

Richard stood up and began pacing. "No, Annie. I was really ready. I _am_ really ready. I don't know what happened. She's always in my thoughts, always...but last night was different. For the first time last night, Annie, I could see us together. Really together. Not just in my fantasy land. It felt so right. So I headed out right away to come over here and tell her. But I walked around awhile to get the words straight in my head, and I went and bought that bottle of champagne, and I stopped at Remo's for a glass of chianti, and then I was ready. And then you answered the door instead of her. Oh, Annie, I was just a bundle of raw nerves!"

"And then we drank that bottle of champagne..."

"And that bottle of rum..."

"And a touch of scotch." Annie laughed.

Richard smiled at her. "It was fun."

"Yes it was, Richie. Yes it was."

Richard sighed, "But that doesn't change the fact that I am in love with your best friend."

Caroline nearly squealed with delight, and had to put her hands over her mouth to hold it in. He said it! He's in love with me! Caroline was filled with love for Richard, but also filled with hurt and anger. She realized immediately that she blamed Annie completely. If she knew that Richard was in love with me, and still had sex with him, what kind of best friend is she, Caroline fumed. Caroline knew instantly what she had to do. She was going to go downstairs and see how they handled it. She would know if Annie really felt guilty, and she would know if Richard was really ready to reveal his feelings to her. She would act like she didn't know anything.

Richard continued his previous thought, "Although, I certainly don't deserve her. I don't know what I was thinking last night. She would never in a million years want to be with me, especially now that..."

"Richard? Is that you?" Caroline called from upstairs.

Richard gasped, and looked at Annie helplessly. Annie covered her mouth in disbelief. Richard whispered urgently, "Get out of here, Annie! She's already heard me. I'll come up with something to tell her." He began ushering her to the door as he yelled up to Caroline, "Yeah, it's me."

Annie was almost to the door when Caroline appeared from upstairs. "Oh, Annie! I didn't realize you were here too!"

Annie choked out her words, "Hi, sweetie. How was the spa? You're back early."

Caroline decided these two deserved all of the torment she could muster. "Yeah, I missed you guys! That's why I came home early. I was just sitting around, in the sauna, _naked_..." She flashed a quick peek at Richard, who turned around to avoid eye contact with her. "And I realized it just wasn't any fun without the people I care most about." She paused, and very deliberately looked them up and down. "So what are you two doing here?"

Annie answered too quickly, "Well, you asked me to feed Salty."

Caroline laughed a huge, fake laugh. "Indeed I did, Annie. Indeed I did." She stopped laughing and walked over to Richard who still had his back turned to her. She placed her hands on his shoulders, and he jumped. "And you?"

Without thinking, Richard turned around and pulled Caroline into his arms. He held her tight. "I'm glad you're home. I missed you."

Caroline didn't quite know what to do. Just the feeling of being in Richard's arms was heaven, but she knew she wasn't through with her game yet.

Annie, meanwhile, was feeling something most unexpected and most unpleasant. She was jealous. She realized it instantly, and tried to physically shake it off. She thought for a moment. It's completely normal to be jealous. I mean, these two are going to get together, and I will still be alone. And once she is with her one true love, I will probably lose my best friend. She looked up and saw Richard begin to gently stroke Caroline's hair. Only I'm not jealous of Richard because he is taking my best friend. I'm jealous of Caroline because she is with Richard. How can that be?

Caroline's voice broke Annie's trail of thought. "What's all this about Richard?" She pulled away from him a bit, but they were still mere inches apart. Caroline fought the temptation to mold her body to his once more, she fought the temptation to brush her lips against his.

Richard could barely breathe. Why had he done that? Why had he been so weak? He knew he wanted to tell Caroline that he loved her, but now was not the time or place. That much was certain. Truthfully, he didn't think he would mind telling Caroline about his drunken one night stand with Annie. Yes, it would probably hurt her, and the thought of that made him miserable, but if there was any chance for him and Caroline, he would rather start out honestly. Tell her the truth, Karinsky, he thought. She is the most caring, compassionate, forgiving person in the world. It will be okay. Richard glanced over at Annie, prepared to give her a look that said, "I've just got to tell her, Annie." But he was taken off guard. He looked at Annie and caught her staring at him. There were tears in her eyes, ready to break through. She was biting her nails and hugging herself tightly, as if to protect herself. She looked so alone and scared, and at that moment he realized it would hurt Annie too much if he told Caroline what had occurred between them.

Richard turned his attention back to Caroline. He looked down at her and was filled with such love, and such guilt. How could he have done this awful thing? He wasn't one for one night stands anyway. And to have had sex with the best friend of his sincere amour...unforgivable. Rather than answer her question, as to what the earlier embrace was all about, he just pulled her to him again. He couldn't help it. He just wanted to protect her, but from what? From himself, he realized. He couldn't do this to her. He would have to keep it in. He would have to...oh no, Richard thought. He choked back his emotion. He couldn't tell her how he felt after all. He didn't deserve her, because of what he had done, and for a million other reasons. Back to just friends, Richard thought, more sad than he had ever been in his life. All that time he had spent building up to telling her that he loved her, his confidence that maybe, just maybe, she could love him too, it was all ruined for one tawdry night.

Richard pulled away from Caroline, and looked down into her eyes. He could tell she was confused. Who wouldn't be. Richard certainly wasn't himself this morning. "Okay, Caroline. I have to go."

Caroline looked at Richard in disbelief. No, she thought. You can't just go. Tell me you love me. I'll tell you I love you too, and we can begin a life together. I'll forgive you, Richard, but you have to tell me. Please. "Where are you going?"

Annie stammered, "Uh...yeah...where are you going?" She couldn't believe she was thinking the way she was, but the thought entered her mind that wherever he was going, she would like to go too. She nearly slapped herself. Snap out of it, Spadaro. This is Richie we're talking about. The prince of darkness himself. She had always hated him, but suddenly that hate was gone. She remembered that way he had held her last night. She didn't fool herself into thinking he had any kind of love for her, but he had been such a gentle lover. She was used to guys using her for a quick lay. That was usually all she wanted them for, too, so it worked. But with Richard it was different. He knew who she really was. And he knew that, for one night, she needed something more. And he needed her too, she thought. Perhaps he needed Caroline more, but his desire for Annie was real. At least for that short period of time. They fulfilled a need in each other. She looked at him, and he looked only at Caroline. But as she looked at him, she saw what Caroline had seen for two years. And she wanted him. Not just sexually, although their time together had been beyond amazing. She wanted to get to know him, beyond the black clothes and the endless sarcasm. She wanted to know the Richard Karinsky that Caroline had come to know and love.

Richard put on his jacket and walked to the door. "Um...It's Sunday. I'll probably paint all day. It's a beautiful day. I wouldn't want to be caught ouside or anything. Bye Caroline." Richard opened the door and took one step out before turning around. "Bye, Annie."

Annie thought she would cry. "Bye Richie." She forced a slight smile, and then he turned around and walked out.


	2. Let's Take This Outside Spadaro

Annie wiped away her tears as she walked to her door, responding to the knock. She had been waiting for this moment. The moment when Caroline would realize something was strange, and demand to know what she and Richard had been doing together in her apartment.

She sighed to herself, "Okay, Annie. This is Caroline. Your best friend in the entire world. Do the right thing."

Annie opened the door in dread. "Caroline, we need to talk...Richard. What are you doing here?" Annie caught her breath, both relieved and fearful as she stared up at Richard.

Richard ran his fingers through his blond hair and looked down at his feet. Anything to avoid eye contact with his one-time lover. "Umm...can I come in. Please? I think we need to talk about some things."

Annie opened the door wider for Richard to enter. "Sure. Come on in." As Richard walked into her apartment, Annie made a quick glance out the door, across the hallway, to make sure that Caroline had not seen Richard. Satisfied that she had not, she shut the door gently. She turned to look at Richard, filled with dread over the inevitable exchange that was about to take place.

"So, uh...have you ever been in my apartment before, Richie? I don't think you have. Let me show you around." Annie walked toward the kitchen. As she walked by Richard, he put his arms out and grabbed her by the shoulders.

"Richard, don't..." She wanted so badly for Richard to kiss her. She could still feel Richard's urgent and passionate, yet incredibly gentle lips on hers, and it had been nearly twelve hours now. She wanted to refreshen the feeling. She wanted to make it last forever, but...

"Annie, I am so sorry that I did this to you. I just...I needed to tell you that. This morning in Caroline's apartment, I realize that all I did was talk about how awful I felt about what I did to Caroline, and how I had ruined everything for myself, but...that was so selfish! I took advantage of the situation, and that wasn't fair to you. And now...now..."

"Yeah, Richard? What now?"

Richard pulled Annie to him in a comforting embrace. "I have no idea. Did you tell her?"

Annie pulled away and looked at Richard incredulously. "Are you kidding? Why would I do a thing like that?"

"Okay, I was just asking. I mean, after I left..."

"No. No! We can't tell her. Ever. Ever ever ever ever ever!"

Richard stepped back and ran his fingers through his hair again.

"And stop doing that!" Annie was practically screaming.

Richard stood stunned. "I'm sorry. What did I do?"

"You...you..." Annie didn't understand why she was feeling this way. "You keep running your fingers through your hair."

"Oh. Well, in that case, I humbly apologize, Annie. How could I have ever been so crass and inconsiderate? What is going on with you? I know this is tough. Believe me, I know. But, just lay off a little. If my running my fingers through my hair annoys you so much, I'll try not to, but can't you just say, 'Dear Richard, if it's not too much of an inconvenience, could you possibly leave your hair the hell alone!' You don't have to scream..."

"It's not annoying."

"Well, in that case, you are really overreacting!"

"It's just really sexy, alright!" Annie covered her mouth with her hands, not believing that she said what she did.

Richard laughed with a smirk as he waited for the punchline. "Sexy?"

Annie stood close to Richard, and no longer able to control herself, she reached up and ran her fingers through his wavy hair. The same hair that only the evening before she had held onto tightly as he had made love to her. "Yes, Richard. Sexy."

Richard laughed again, but now it was a nervous laugh. He looked away, again avoiding Annie's eyes. "Well, um...thanks. That's nice of you to say."

"I'm not saying it to be nice. Truthfully, I don't know why I am saying it. Well..." Annie sighed as she resigned herself to being real and honest, "except that it's true. You're very sexy."

"I get that all the time. It's the black clothes, and the look on my face that says 'I'd rather steal a child's ice cream cone than'...okay, Annie. This is weird."

Annie used the hand touching Richard's hair to pull him closer to her. She began planting gentle kisses on his collarbone and neck. "What's weird?"

Richard shivered and again laughed nervously. "Umm...it's just weird that I, uh, wow, umm...I was just making fun of myself there for a moment. You know, I was doing what you usually do."

Annie moved her kisses up his neck, toward his face. She spoke against his skin, "Yeah. I don't think I do that anymore. You smell so good. You _taste_ so good."

Richard couldn't take it any longer. "Annie. Annie...wait..." He pulled her away. "We can't...I mean, we shouldn't..." Then he really looked in her eyes for the first time since the night before. He saw things in her eyes that he had never noticed. He saw pain and loneliness and a need to be loved. He saw a woman that he genuinely cared about. "Wow."

Annie shivered. "I know."

"No, it's just...wow. You are a beautiful woman, Annie Spadaro." Richard caressed Annie's cheek, and was surprised when one tear fell on his finger. "Hey, hey, come here." He pulled her close to him and stroked her hair. "What is it? What's the tear for?"

As she rested her head on Richard's chest, the tears broke free. "Damn it! I don't cry."

Richard smiled and stepped back from Annie. He used his hand to wipe the multitude of tears from her cheeks. Then he reached down and took her hands in his. "Let's sit for a minute, okay?" He walked with her to the couch and sat down next to her.

"Richard, I think I have some things I need to say to you. I may regret it, but I need to be honest."

"That's fine. You can say whatever you need to say, but can I go first? Please?" Her smile was her answer. "Okay. First of all, you _are_ beautiful."

"Richard, you don't have to say that..."

"No, Annie! You _are_! But it's not just about beautiful, big brown eyes, and that phenomenal dancer's body. Although, I must say again, that is _truly_ phenomenal." He smiled at her as she blushed, something he had never seen her do before. "I'm sorry, Annie. I really am."

"Richard, you already apologized. Really, you're not alone in this."

"No, you don't understand. I'm not just sorry about last night. I am sorry for the way I have always treated you. I'm sorry for all the times I called you a slut, and all the times I called you a whore."

"Oh, Richie, you never called me a whore." She laughed.

"I didn't?" Richard smirked. "I must have just thought it then."

Annie picked the pillow off of the couch and whacked him with it. "You're so cruel!"

"I know. That's why you love me." As soon as Richard said that, he regretted it. Annie turned away from him, and he knew he had ruined their light-hearted moment. "I mean, that's why you...why you..."

"You're right. That's why I love you." Annie turned back to him and looked into his eyes. "What do I do now?"

"Annie, you don't love me."

Annie stood up and walked behind the couch to the other side of the room. "No, you're confused. _You _don't love _me_. I do, in fact, love you."

Richard turned around to look at her. "Annie..."

A knock at the door interrupted their awkward moment. Richard jumped from the couch. "That's Caroline."

Annie wiped her eyes. "How do you know?"

"I just know. Look, I'm going to hide. I'm not ready for this. I mean, I want to talk to her, but not yet. Not...here. Where can I hide?"

Richard was panicking. Annie, on the other hand, had an eerie calmness about her. Suddenly, Richard was afraid of what Annie would do. But he couldn't say _what_ he was afraid she would do. He feared she would tell Caroline about the night before, but then he felt relief knowing he wouldn't have to lie to Caroline anymore. He feared Annie would create a bigger lie to tell her best friend, and they would never get out of it, but then he felt relief knowing Caroline would never know. Most of all, he feared Annie really did love him. And from that, he could gather no relief.

"Annie! Where can I hide?"

Caroline's voice came from behind him as she walked in the door, "That's just like you. Run away, Richard."

He turned around to face the woman he loved, but instead he faced someone he didn't even recognize. He had never seen Caroline so angry, so hurt. He had never seen coldness in her eyes before.

Caroline shut the door behind her and then calmly walked to the couch and sat down. Annie and Richard stared at her, unsure what to expect. Neither could muster up the strength to talk. Both were a little afraid of the new Caroline that sat before them. Caroline, on the other hand, was all composure and strength, and she spoke first.

"So. I'm thinking of a new line of 'Caroline' greeting cards. I wanted to run it by you two, my best friends in the entire world. The two people I trust more than anyone else I have ever known. The two people that I know will always be there for me in my times of need..."

"What's your idea, Caroline?" Annie suddenly knew that Caroline knew. She didn't know how she knew, but she knew. And the mood Annie was in, she would have none of Caroline's little game, whatever it was.

Richard knew too. He could see straight through Caroline. He always had been able to. And now he felt as if he knew Annie pretty well also. He watched nervously as the two women stared holes through each other.

Richard had to break the silence. "Okay, Caroline. Can you and I go somewhere and talk?"

"I don't know that we have anything to talk about, actually. I'd rather just hang out here if that's alright by you."

Annie walked to the door and opened it, "Actually, Caroline. I'm not sure that's alright by me. I'd like you to leave."

"Annie!" Richard couldn't believe what was happening. And he knew he was the cause of it.

Caroline jumped off the couch and got in Annie's face. "Okay, Spadaro, let's just have it out. Right here. Right now."


	3. Revenge Sex

Richard had to break the silence. "Okay, Caroline. Can you and I go somewhere and talk?"

"I don't know that we have anything to talk about, actually. I'd rather just hang out here if that's alright by you."

Annie walked to the door and opened it, "Actually, Caroline. I'm not sure that's alright by me. I'd like you to leave."

"Annie!" Richard couldn't believe what was happening. And he knew he was the cause of it.

Caroline jumped off the couch and got in Annie's face. "Okay, Spadaro, let's just have it out. Right here. Right now."

Richard jumped between the two ladies and pushed them away from each other. "Whoa, whoa, whoa. What do you two think you are doing? What? The only thing missing is the mud! This is ridiculous! Okay, Caroline. Outside. Now."

"You can't tell me what to do!"

"I just did. We need to talk, Caroline, and we both know it. So let's quit playing games and go talk." Richard looked into Caroline's eyes and saw her soften just a bit. "Please, Caroline."

Caroline backed away from Annie. "Alright."

Annie turned away and walked to the kitchen. She grabbed a beer from her refrigerator and began drinking it without saying another word, and then she walked into her bedroom and shut the door. She didn't want to be anywhere around during the confrontation that was to follow.

Richard escorted Caroline into the hall, and shut the door behind her. They stared at each other for a long time, just taking in the hurt and the anxiety that was passing between the two of them. "How did we get here?" Richard wondered silently.

"Okay Richard. Here I am. What do you have to say?" Caroline broke the eye contact that had gone on way too long, and began to look down at her shuffling feet.

"I have to go first?" Caroline just glared at Richard in response to his question. "Of course I have to go first. Sorry. Okay. But first, Caroline, we have to decide what we are setting out to do here."

"What do you mean, what we're setting out to do?"

"Well," Richard sighed, "I mean, are we honest at any cost? Or do we try to preserve a friendship out of this, or do we try to preserve a professional relationship, or is it just to hell with it all, none of it matters?"

Caroline looked up at Richard, sadly. "I don't think I can just say to hell with it. Can you?"

"No, Caroline. No I can't."

They both looked away and the silence grew again. Richard began to run his fingers through his hair, something he had always done when he felt he was at a loose end. But this time, as he began to, he thought of what Annie had said about it being sexy. He smiled. He had never thought of himself as sexy. Or even attractive. But Annie had certainly been with more than her fair share of men, so surely she knew a thing or two about what made a man sexy. He glanced at Caroline, who was still looking down at her own shuffling feet. He smiled again. Maybe Caroline actually felt something for him. Maybe, just maybe, Caroline thought he was sexy. Maybe, just maybe, he could seduce her if he tried.

He realized then that he had never really tried. All this time that they had known each other, all this time he had loved her, he had never tried to seduce her. He had tried to tell her about his feelings for her, and he always failed miserably, but maybe seducing her would be another story. And maybe if he could seduce her, it would clear things up, and do away with the tension between them. At this point, Richard felt as if he had very little to lose.

"Caroline." Richard spoke just above a whisper, and it caught Caroline off guard. She had been lost in her own thoughts.

"Yes, Richard?" She looked up at him, and noticed he was now a step closer to her. She began to touch her own neck self-consciously. She cleared her throat. She thought back on all of the closeness they had shared over the years, and the countless times she had thought he was going to kiss her, and she had been so disappointed when he didn't. And everytime, she told herself that she had been imagining it. Richard only saw her as his boss. His friend. But she saw him as her one and only chance at happiness. Not her last chance, her only chance. Now, as he slowly stepped closer to her, she felt herself shaking.

Richard chuckled. He didn't mean to, and he knew he had ruined the moment by doing so, but he couldn't help it. Caroline was visibly shaking.

"Are you cold, Caroline?"

Caroline laughed too. "That obvious, huh? Um, no. Not cold. Rather warm, in fact."

They laughed together like they hadn't done in a very long time. The entire situation was so ridiculous, and they both knew it. After a few seconds, Richard regained his composure, but Caroline was still giggling like a school girl. Richard smiled as he watched her. No woman had ever made him happy before. Julia had fulfilled him in many ways, but mostly through angst, not joy. Caroline was so different. She actually made him happy to be alive, and he was tired of playing games with her. She deserved better.

He walked to within a few inches from her, and she stopped laughing. In fact, she stopped breathing.

Richard looked down into her eyes, fascinated by the effect he was having on her. He put his hand gently on her waist, and felt her suck in even more air, if that was possible. He leaned in and whispered in her ear, "Hi."

Caroline had to resist the urge to melt into him as she felt his warm breath on her ear and her neck. Instead, she raised her face and looked into Richard's eyes, their noses practically touching. "Hi," she responded breathlessly.

Richard pulled Caroline even closer, as he brushed the hair out of her face with his other hand. "You are so beautiful."

At that point, Caroline could no longer resist, and she did melt into him, burying her face in his chest. "Oh, Richard."

"Caroline, I have a million things I need to say to you right now, and I don't even know where to begin."

She looked up at him, "Richard, I..."

He cut her off with a gentle finger to her lips. "No, Caroline. Let me. I don't know what I need to say, but I need to at least try."

At that moment, the elevator opened on the floor, and Charlie came rollerblading out. He had too much speed going, and he crashed into the wall. He spun around, unfazed. "Hi, Richard. Hi, Caroline. What's up?"

Del stepped off of the elevator behind Charlie. "Charlie, I told you to quit saying 'what's up'. It sounds so juvenile."

"Well, you know what? You're not my mother, Del. My mother would never correct me on something so silly. She would be too busy trying to get the bubblegum out from behind my ear."

Del glanced over his right shoulder when he heard Caroline clear her throat. "Oh, hi Duff. Hi Richard." He turned back to Charlie, "Well, your mother would..." He trailed off as he realized what was going on behind him. He turned around, startled. "Oh, hey. Sorry to interrupt. We, uh...we...what were we doing here, Charlie? Oh well, doesn't matter now, does it? Gotta run! Let's go, Charlie."

"No, Del, we can't go yet. Don't you remember, Caroline called you and asked you to come over and have revenge sex with her. And I'm here to make sure that Richard just happens to walk in on the two of you. Remember?" Charlie skated over to Caroline, who had pulled away from Richard and had buried her face in her hands. "Of course, Caroline, now that Richard knows the plan, I don't think I am really needed anymore. My work here is done. Anybody want ice cream?"

Richard didn't take his eyes off of Caroline. "Revenge sex?"

Caroline pulled her hands away from her face, and attempted to wipe away the tears, but they were flowing too freely. "Oh, Richard. I am so sorry. It was a moment of weakness. I was so hurt, and I had totally forgotten that I had even called Del."

Richard turned his back to her and glared at Del. "You."

"Hey, man, look. I don't know what's going on. All I know is Caroline called me up, and asked me to come over and have sex with her, because she was lonely and wanted to get revenge on somebody. And, you know, I really pride myself on being a good friend, so..."

"You son of a bitch," Richard muttered under his breath.

"Excuse me?" Del stormed over to Richard and got in his face.

"Hey, Del," Charlie interjected, "before you hit Richard let me go get Annie. She would never forgive me if I let her miss this."

At that moment, Annie opened her apartment door. "Did I hear my name? Hey! What is going on out here?"

Richard glanced at Annie, and was surprised to see she was looking at him with genuine concern.

Charlie glided to Annie's door to fill Annie in. "Well, Caroline called Del to come have sex with her so she could get revenge on Richard, and I came along to make sure Richard walked in on Caroline and Del having sex, but when we got here, Richard and Caroline were together, and Del couldn't remember why we came, so I reminded him. Maybe I shouldn't have done that in front of Richard. Not sure. But now Del is about to beat up Richard and you got here just in time. Whew. That was a mouthful. And to think. All of this because Richard got his mojo on with some hootchie mama. So, should I bring back ice cream for everyone else, or just ice for you, Richard? Ha ha. Because your face will need it in a second. Okay. I gotta go."

_**Let me know what you think. Next chapter coming soon.**_


	4. My Heart Is Breaking

Charlie glided to Annie's door to fill Annie in. "Well, Caroline called Del to come have sex with her so she could get revenge on Richard, and I came along to make sure Richard walked in on Caroline and Del having sex, but when we got here, Richard and Caroline were together, and Del couldn't remember why we came, so I reminded him. Maybe I shouldn't have done that in front of Richard. Not sure. But now Del is about to beat up Richard and you got here just in time. Whew. That was a mouthful. And to think. All of this because Richard got his mojo on with some hootchie mama. So, should I bring back ice cream for everyone else, or just ice for you, Richard? Ha ha. Because your face will need it in a second. Okay. I gotta go."

"Wait just a minute, fly boy." Annie came storming out of her apartment and grabbed Charlie by the back of his jacket, just as he was about to enter the elevator. "Hootchie mama. Your words or Caroline's?"

Del backed away from Richard in order to turn around and look at Annie. "Okay, Annie, really. Hootchie mama?" Del chuckled. "Who do you _think_ said that? Doesn't really sound like Caroline vocab to me."

Annie let go of Charlie's coat and turned to face Del. "Yeah, I guess you're right." Annie sighed. "Good thing. Oh, man. If Caroline _had _called me something like that..."

At the realization of what Annie had just given away, Richard turned to the wall and pounded his head against it repeatedly. Without even noticing Richard, Caroline stormed over to Annie, pushing Del out of the way in the process.

"What, Annie? What would you have done? Whatever it would have been, I'm sure it would have been completely justified. Because it is all my fault, right? I am completely in the wrong here and you and Richard are the innocents. Right?"

"Oh. No, it can't be." Del lost all color in his face, and sat down on the floor in complete shock. "No, it really can't be."

No one noticed Del, except Charlie, who skated over. "What can't be, Del? Did you finally realize I was telling you the truth when I said Superman and Clark Kent are really twin brothers who got in a fight over who should date Lois Lane, and now they hate each other and avoid each other, and that is why they are never seen together?"

Del looked at Charlie incredulously, the only way there is to look at Charlie. "No, numbskull. Bigger than that. I just got the weather report from Hell, and it looks like people need to cover their crops. First frost is tonight."

"Okay, Del. I know that you are saying Hell froze over. That much I get."

Del stood up and walked over to Richard, who still had his face buried in the wall. Del turned Richard around and pushed his back into the wall. "Look, I know we're not best of friends, Karinsky. You annoy me, and you talk above me and, man, you just bum me out sometimes. But...I thought you were a decent guy. How could you do this to Caroline? Her best friend, man. That's just...that's below even me!"

Richard pushed Del off of him, "Look, I know, okay? I'm a creep. The lowest of the low. But I really don't see how it is any of your business, frankly."

"Well, it is my business. Caroline is my friend. For that matter, Annie is my friend too."

"Well, that's very admirable, but I didn't exactly rape her, you know? Besides..."

Del interrupted, "I just don't see how you could do it, man. You _know_ how Caroline feels about you. How low is that?"

"No, frankly, I don't have a clue. And I think that is what Caroline and I were just getting to the bottom of, when _you_ arrived for the revenge sex! How low is _that_?"

"Guys! Stop it. Right now!" Caroline ran between Del and Richard and pushed them apart. "Okay, so the revenge sex was stupid, and I'm sorry, and I never should have even thought of that, but...I was hurt." Caroline looked down and brushed away a tear.

Richard had never been able to stand the sight of Caroline crying, and it was especially bad now, as he knew he was the cause of it. "Caroline, can we please just...please just go somewhere and talk?" Richard looked over his shoulder at the group surrounding him, then looked back at Caroline. "Alone?"

Caroline looked at Richard, and the past him into the eyes of her friends. The friends that she had been with through so much. The friends who had made her get over her homesickness when she left Peshtigo. The friends who had been there for her through thick and thin, love and loss, good times and bad. And then she looked back up at Richard, into his eyes. And in those eyes she saw pain and sadness, more than she had ever seen before. But she also saw the man who knew her better than anyone in the world. The man who made her laugh, whether he meant to or not. The man who, regardless of all that had been said and done in the last twenty-four hours, held her heart captive, and showed no signs of releasing it any time soon.

"No, Richard, I don't think we can. Not now." Caroline spoke quietly, and only Richard heard her.

Richard reached out and grabbed Caroline's hand, gently, and their fingers interwined naturally. "Caroline," Richard sighed and Caroline saw a tear form in the corner of his eye, "my heart is breaking."

Caroline raised her free hand and caressed Richard's cheek, catching on her finger the one tear that fell. "My heart isn't breaking, Richard. It's broken." She pulled back her hands and clasped them together in front of her face. She saw that Richard was about to lose control, and she knew she couldn't stand that. So, without another word, she turned, walked into her apartment and shut the door, leaving behind her best friends, and the man she loved, none of whom knew what to say or do.

TO BE CONTINUED...

**_I don't know where this is headed yet, so I would love some comments! Thanks!_**


	5. Running Away

Caroline looked up from the strip she was drawing when she heard the knock on the door. A million thoughts went through her head as to who would be at the door, and how she would react to each possibility. She hadn't seen anyone besides Salty in two days, since the hallway fiasco, and she was anxious for human company. But she was dreading the possible confrontation to follow.

She stood up from her now lonely partners' desk and walked to the door. "Don't worry, Salty. Maybe it's just a mafia hitman out to get me. That would be much easier to deal with."

She opened the door hesitantly, and was greatly relieved to see Del on the other side. "Hey, Duff." Caroline rushed to him and hugged him, and began to sob quietly. "I am so glad you're here." She pulled away and ran to the kitchen counter to grab a tissue.

"Come in, Del. Come in. It's okay. I'm stable now."

Del walked in and sat down on Caroline's couch, and Caroline quickly joined him. "So, how are you, Duff? Honestly."

And with that, the flood of tears began. "I'm horrible, Del. I lost my best friend and the love of my life in one day. Doesn't do much for a girl's morale. And I was afraid I'd lost you, too. That revenge sex thing was a stupid idea. I was just so..."

"Desperate?" Del chuckled.

"Oh, Del, I don't mean it that way...but, yeah. I wanted to hurt Richard the way that he had hurt me. That's not me, Del. Why did I do that? I'm usually the one who avoids pain and conflict and does everything possible to make everyone around me see life throught my rose-colored glasses. And I just..."

"You were hurt, Caroline. Rightly so, might I add. You know, Annie and Richard did a rotten thing. I mean, who, in this day and time, has a one-night stand with someone they have known for three years? Especially when neither of them is at all attached, and they're both consenting adults? And drunk."

"But it's not like that, Del. I mean, apart from the fact that it's exactly like that." Caroline was suddenly confused. Since the moment she overheard Annie and Richard talking that morning, she had felt like the wronged woman. But, really, what right did she have to be upset? "But I love him, Del. I really love him. And although I know it is completely my fault that I haven't told him that, Annie knows. Annie knew how I felt about Richard before I did. She's supposed to be my best friend."

"I know, hon. And I'm not taking sides here. Actually, if I am on anyone's side...well, I didn't nearly smash Richard's head in for nothing. I know why you are hurt, but Annie and I have been talking..."

Caroline interrupted with a smirk, "You and Annie have been talking?"

"Well, yeah. I mean, a couple of days ago she and I were the only ones who didn't hate each other. I mean, if Charlie ever figures it out, I'm sure even he will be mad at someone." Caroline smiled, which made Del smile. "So, Annie and I have been talking. A lot, actually, and she feels horrible. She loves you, Duff."

"Then why isn't she the one here telling me this?"

"Wasn't sure I was ever allowed in your presence again. Thought you might have set Salty into attack mode." Annie stood in the doorway, unsure of whether to step in or turn around before it was too late. "Hi, sweetie."

"Hi, Annie."

The two women stared at each other for a long time, until Del finally broke the silence. "Well, I should get out of here and let you two talk."

Caroline stood up and walked towards Annie. "Why?"

Del replied, "Well, you know, I just wasn't sure you wanted an audience."

Annie glanced at Del. "No, I think she means me."

"Why'd you do it, Annie? I just don't understand. First of all, you are my best friend and you know how I feel about Richard. Secondly, and what really makes this whole thing so strange, you two hate each other."

"Okay, Caroline. This simple answer is we were drunk out of our minds. He was there to see you. He was there to tell you that he wanted to be with you, and when he found out you were gone for the weekend, oh sweetie. He was so disappointed. I actually felt bad for him, and we started talking, and drinking, and just, before we knew it...I am so sorry, Caroline."

Caroline began to breathe a little easier. "So, that's it. You were drunk and you made a mistake." Caroline sighed and smiled. "I think I can live with that."

"Except..." As Annie spoke, Del buried his head in his hands, wishing Annie had just stopped there.

Caroline's smile went away. "Except what, Annie?"

"Well, I mean, this doesn't really change anything, but I think I should explain why I didn't tell you that from the beginning. Okay, I kind of thought I might be in love with Richard."

Del shook his head. "She actually said it."

Caroline stared, in shock. "Oh."

"But I'm not, Caroline. I'm not. It's just...well, I see why you love him. He's a really great guy, Care. And before you think what you are starting to think, I'm not saying this because of the sex. He...he treated me special, Caroline. Guys don't do that much. And it's not that he feels anything for me. He doesn't. There's not room in his heart for anyone but you. I know that. But, the way he treated me...it's just who he is. Underneath the gloomy, sarcastic exterior, he's a gentleman, and an amazing person."

Caroline wiped away the tears that were forming in her eyes.

Del stood up and walked to Caroline, putting his arm around her. "But you already knew that, didn't you, Duff?"

With that, Caroline began sobbing and buried her face in Del's shirt.

Annie began to cry too, completely out of her control. "I'm so sorry, sweetie. Please forgive me."

Caroline pulled away from Del and rushed to Annie, and the two friends embraced and cried. Del joined them, putting his arms around both of them. "Let me in! Let me in!" Caroline and Annie both laughed.

"Okay, Del, get your hand off my ass." Annie looked up at Del threateningly and then smiled and leaned against him.

Caroline abruptly pulled away. "Wait! Has anyone talked to Richard? He hasn't shown up for work. I mean, that didn't really surprise me, but..."

Annie and Del look at each other sadly before Del put his hand on Caroline's shoulder. "He's gone, hon."

Caroline didn't understand. "Gone?"

Annie looked down, unable to look at the pain in her friend's eyes. "Yeah. He just, you know he doesn't deal well with dramatic situations. So he took off again. We haven't seen him since the other night in the hallway."

Caroline shook her head in disbelief. "No, it can't be." Then she looked up with renewed determination. "Where did he go? Paris again? Where? I'll go find him. I'm not letting him get away again. I'm sick of this!"

"You go girl! He said he was going Europe, to focus on his art." Annie smiled broadly at Caroline's strength.

"Okay! Then I'll go to Europe!" Caroline was practically bouncing from excitement and determination and stamina.

Annie piped up, "I'll help you pack!" They began to run towards Caroline's steps to go pack when Del stopped them.

"Um, hate to be a party pooper here, but...Europe's, like, big. What are you going to do? Visit every little artsy cafe on the entire continent?"

"If I have to, Del, I will! I'm not losing him."

"Okay, okay. I think that's great. Really. 'You go girl' and all that stuff. But..." Del looked into Caroline's eyes and saw the joy there. He sighed in resignation. "Okay, Duff. You pack, I'll get a car to take you to the airport."

Caroline kissed Del on the cheek. "Thanks, Del. You're the best ex-fiance a girl could ask for."

"Yeah, well. I get that a lot. Now go! I'll have the car here in twenty minutes."

Caroline and Annie stumbled down the steps with four large suitcases twenty-five minutes later. Del was outside holding the car, so the two of them struggled all the way downstairs and out of the building. There, Del was standing next to a limousine.

"Del! A limo?" Caroline squealed.

"Well, I figure if you are about to spend the next several weeks or months chasing your destiny, you may as well start out in style. Besides, it's the company limo. It's not like I'm paying for it or anything."

"Well, here I go. Wish me luck!" Caroline hugged Del first, and then Annie.

"Caroline, if there is anything I can do, anything at all, let me know. I love you, hon."

"I love you too, Annie. Just take care of Salty and send positive thoughts my way." She leaned in and whispered in Annie's ear, "And please don't be an idiot like me. I wouldn't have to go on a wild goose chase if I had just realized what I had when it was right under my nose." Caroline winked as she nodded her head towards Del.

Annie smiled. "I'll see what I can do."

Caroline laughed. "Good! Just don't do it in my apartment this time, huh?"

Caroline climbed in the limo with a sigh, and Del shut the door behind her. She got her purse and carry-on settled and then sat down in the rear-facing seat. And then she gasped. "Oh my gosh."

"Oh, come on Caroline. I know I look good in a suit, but breathe for goodness sakes!" Richard was sitting in the very back of the limo in a navy suit, holding a huge bouquet of red roses.

"Richard! I thought you were gone. I...I'm on my way to find you."

"Well, I really think you over-packed."

Caroline smiled, "I don't know. You're still pretty far away."

Richard closed his eyes and smiled. "Caroline, please tell me that is an invitation." But before Richard could open his eyes, Caroline was next to him. She pressed her lips against his, and felt his quick intake of air. His eyes fluttered open, then immediately closed again as he responded to Caroline's kiss, and wrapped his arms around her.

It was Caroline who pulled away first, as she gasped for air. "You look amazing."

Richard looked down at Caroline and ran his fingers through her hair gently. "You _are_ amazing." He leaned down and began nibbling on her ear. She shivered as he moved his kisses down her neck.

"Richard...mmm...okay, hang on. Oh, that feels good. No. Okay, Richard, wait." With every ounce of will power that she had, Caroline pulled away. "We have to stop."

Richard sighed and sat back a bit from Caroline. "You're right. Okay, I don't even know where to start. I guess 'I'm sorry' is a good place. I never meant to hurt you. I made a horrible, gigantic mistake and...there's only you, Caroline. There's only ever been you. I love you, Caroline Duffy, and I'm sorry that it has taken me so long to tell you that. Not that I haven't tried on occasion, but I should have found a way, no matter how difficult, no matter the obstacles we would have to face. But instead I just waited and waited and then screwed up. I'm so sorry. And now, Caroline, I know that it will take a long time for you to trust me again, but I'll stick it out, Caroline. Whatever I have to do to regain your trust, your faith, I'll do it. Just name it. And did I mention I love you? Because I do."

Caroline stared at Richard for a moment, and then laughed. "Richard Karinsky, I've never heard you say that many words at one time before. I always kind of wondered if you had some sort of lung problem that prevented more than two sentences from coming out at the same time. But, thank you. All of that was very nice to hear. But I just meant we had to stop, because we're at the airport and our driver is staring at us like maybe he has other things to do today."

Richard blushed in embarassment. "Oh."

Caroline scooted up next to him again. "But, just for the record, I love you too. With all of my heart. And I do trust you. I know you made a mistake, but it's done. Over. I trust you with every fiber of my being, and I know men usually run away when committment is mentioned too early, but I really feel like I need to tell you that I want to spend the rest of my life with you. You own my heart, Richard. You have for so long, and you always will."

Richard leaned in and tenderly kissed Caroline. "I'm not going to run away. Ever again." Richard glanced up at the annoyed driver. "Except to Europe." Richard opened the car door and stepped out, and then put his hand in for Caroline. "That is, if you will run away with me."

Caroline took Richard's hand and joined him outside. He put his hand on her waist and pulled her to him so that their noses were almost touching. "So, Caroline..."

She reached up and tangled her fingers in Richard's blonde hair. "Yes?"

"Did I mention that I love you?"

"I think you may have." Caroline smiled as she gently kissed Richard on the cheek.

"Okay, then having said that," Richard glanced at all of the suitcases the driver had emptied out of the trunk and onto the curb, "you have to know that there is no way in hell that I am carrying all of this luggage all over Europe!"

Caroline laughed, and then stood on her tiptoes to kiss her way up Richard's neck. As she reached his ear, she whispered, "That's okay. Like you said, I really overpacked."

THE END

**_Thank you, thank you to my three readers! I do it all for you!_**


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